EX-10.1 2 ea021603901ex10-1_longduo.htm FORM OF SALES AGENCY AGREEMENT, DATED JUNE 20, 2023 AND EXPIRING ON JUNE 20, 2026 BY AND BETWEEN (A) LONGDUODUO HEALTH TECHNOLOGY CO., LTD. AND INNER MONGOLIA HONGHAI HEALTH MANAGEMENT CO., LTD. ("HONGHAI")

展品10.1

銷售代理協議

甲方：龍多多健康科技有限公司。

統一社會信用代碼：91150104MA0QTDXG5T

法定代表人：張亮

聯繫地址：內蒙古自治區呼和浩特市經濟開發區如意總部基地水安小鎮G3區5幢8層8016室。

Party B: 內蒙古鴻海健康管理有限公司。

統一社會信用代碼：91150102MACN3N2449

法定代表人：王志

聯繫地址：呼和浩特市新城區成吉思汗大學科學園

甲方是一家合法設立的健康諮詢機構，擁有廣泛的客戶資源，而乙方是專業的健康管理機構，可以提供方便、專業和有效的健康管理服務計劃和具體服務，基於資源互補和真誠、平等、實現雙贏的精神，甲方和乙方經友好協商達成如下協議，以相互遵守。

合同條款1

合同期限從 2023年6月20日至2026年6月20日，總共有 3年。

第二條合作事項

1. B方負責開發產品（或服務），A方負責推廣和銷售。

2. 乙方與甲方合作涉及的具體產品（或服務）包括三氧自體輸血、喚醒大腦通脈、德國科技雙血液淨化、高壓氧三聯、結腸水療、腸道菌移植、定製均草以及這些項目的組合。

如果B方打算開發新產品（或者新服務），B方應該通知A方，A方有權根據需要判斷是否替B方賣出該產品（或服務）。

合作方式第三條

Party b負責提供服務給客戶並確保服務和產品的充足供應。如果出現供應缺口，Party b應提前通知Party A暫停銷售。由供應不足造成的任何損失應由Party b承擔；Party b負責管理客戶的銷售退貨。由銷售退貨引起的任何損失應由Party b承擔。在合作協議事項範圍內，Party A不承擔任何與庫存相關的責任。

在將b方的產品或服務銷售給客戶時，甲方應當獲取客戶信息，並根據b方的要求出具有效文件，以便b方爲客戶服務。銷售完成後，甲方應及時將銷售信息交付給b方，雙方通過「銷售代理細節」進行覈對確認。確認無誤後，雙方應根據約定的結算金額結算費用，甲方除支付此費用外，不再承擔其他任何費用，包括客戶要求更換產品或服務項目時產生的額外費用。b方需要決定是否更換並承擔相應費用。

通過以上合作方式，由甲方銷售並經甲方客戶同意由乙方提供的產品和服務，在甲方與乙方簽署合作協議前將按照以上合作方式進行。乙方將作爲服務提供商負責向這些客戶提供所有產品或服務以及售後服務。

第四條費用結算

1. 收集和定價

甲方只有在與乙方協商後，才能執行對外銷售產品（或服務）的定價計劃。目前的臨時方案爲：考慮到高銷售和促銷費用，除代理費外，市場費用可以保留給甲方。甲方銷售的產品（或服務）定價應參照以下規定：銷售價格=甲方毛利潤+乙方結算價格+市場費用保留，其中，甲方的毛利參考值爲30%（±5%），市場費用保留一般不超過產品（或服務）銷售價格的40%；如果超出上述區間，甲方和乙方需另行協商。甲方應先收取顧客購買的產品（或服務）全額款項，然後按照本條款第2項向乙方支付結算價格。

Party A和Party B之間的服務結算如下（如果有任何變更，Party A和Party B將簽署補充協議）：

服務項目	單價（人民幣元/次，課程，套）
三氧自體輸血		160
喚醒腦、通絡		1400
德國雙重血液淨化		11000
高壓臭氧三聯		800
結腸水療		800
腸道菌群移植		6000
定製麇草		2000

3. 合同簽訂後，甲方將支付人民幣 500,000 （大寫：伍拾萬元整）作爲一次性付款給乙方。該金額用於證明甲方的財務實力和真誠合作。甲方可以隨時要求退款，乙方應無條件地退還給甲方；甲方也可以在合作開始後，使用該金額抵扣應支付給乙方的欠款。雙方在《銷售代理明細表》蓋章確認後結算。協商完成後的10個工作日內，甲方應一次性支付服務費給乙方。

第五條甲方的權利和義務

甲方應確保具備合法的健康諮詢資格，並且向客戶提供銷售服務的行爲符合中國現行的法律法規。甲方不得以非法或不當手段獲取客戶資源，否則乙方有權終止合同。

在兩方合作期間，乙方將根據甲方提供的《銷售代理詳情》，《銷售發票》等賬單明確並登記履行義務。乙方對客戶的履行義務包括所購買產品（或服務）及相關售後服務。甲方需對其提供給乙方的《銷售代理詳情》的正確性和完整性負責，並確保向客戶出具的服務證據被乙方認可，真實可辨認，並與客戶委託清單相符。若《銷售代理詳情》有變更，甲方應及時向乙方提供更新清單；若因清單未能及時更新導致乙方未能及時提供服務，甲方應承擔由此產生的任何責任。

3. 任何因甲方原因在銷售過程中與客戶發生的矛盾、爭議和其他事項，均由甲方自行處理；任何因乙方負責產品或服務供應而發生的矛盾、爭議和其他事項，均由乙方處理。

第六條乙方的權利和義務

1. Relevant services provided by Party B shall comply with national and industrial standards.

2. Party B is qualified for carrying out relevant products, including but not limited to workplace, staff, qualification (including qualifications of any third party cooperating with Party B through a contract), any fees incurred shall be at Party B’s cost.

3. When providing medical service, Party B shall point out the items provided to customers and get their consent.

4. Party B has the obligations of keeping the materials, information and other data provided by Party A for the purpose specified therein confidential. Without the permission of Party A, Party B and Party B’s staff are not allowed to disclose Party A’s business secret they get to know during cooperation to any third party, nor can Party B and Party B’s staff be allowed to disclose any of Party A’s customer information, data and other relevant information they get to know during the working process to any third party.

5. Party B shall provide Party A with its valid business license and relevant qualifications prior to signing of the contract and Party B shall be responsible for the authenticity and validity of the said documentary evidences.

6. Party B shall reasonably plan the consumption schedule of items for customers and conduct follow-up services before and after treatment to ensure service quality.

7. If there is a dispute between Party B and customers due to poor service quality

provided by Party B or damage caused by provision of service, or other causes attributive to Party B, Party B shall be responsible for resolution on its own.

There is a possible medical behavior in the service provided by Party B. Considering the medical behavior has high professionality and is required national qualification, any problems arising from the medical behavior are the responsibility of Party B and have nothing to do with Party A.

8. If it is discovered by Party B that there is a possible major hidden danger in the products or service during cooperation, Party B shall inform Party A in writing in time and property handle the entrustment task to avoid a hidden danger.

Article 7 Change, relief and termination of the contract

1. Party A and Party B can change or terminate the contract through consensus.

2. In the event that one party exercises the right of termination without any reason, resulting in losses to the other party, except for the cause not attributive to the other party, the party shall compensate for the direct losses incurred by the other party and the benefits that can be obtained by the other party after performance of the contract, including the losses lost by the other party due to concluding the contract with the terminating party and losing other opportunities of concluding a contract.

3. After the contract is terminated and relieved, Party B shall complete handover of relevant work within 2 months and elaborate relevant business status.

Article 8 Responsibility for breach of contract

1. If one party violates the obligations stipulated in the contract, resulting in the contract being unable to be performed in whole or in part, and the contract purpose unable to be realized, the observant party has the right to terminate the contract and ask the default party to compensate for the losses arising thereof. The observant party has the right to claim for compensation of the fees incurred in the process of responsibility investigation against the default party, including but not limited to attorney fees, travel fees, legal cost, and preservation fees, etc., which shall be borne by the default party.

2. If Party B fails to supply as agreed therein, Party A has the right to ask Party B to take remedial measures. For any losses caused to Party A, Party A has the right to ask Party B to compensate. If Party B refuses to take remedial measures within 7 days after being requested by Party A, Party A has the right to terminate the contract and ask Party B to pay 30% of the total contract price (subject to the amount actually paid by Party A) to be used as the liquidated damages.

3. If Party A delays in the paying the settlement amount to Party B without reasonable

cause, for each day overdue, Party A shall pay liquidated damages for overdue payment to Party B according to 0.05% of the overdue payment each day. The total liquidated damages cannot surpass 1% of the total contract price.

Article 9 Other matters

1. For matters not covered in the contract, both parties can sign supplementary agreement through negotiation. The supplementary agreement has the same legal effect as the contract.

2. During the performance process of the contract, if there is a dispute, both parties shall negotiate to resolve first. If no agreement can be reached, either party has the right to file a suit to the People’s Court at Party A’s site.

3. The contract is made in duplicate, with Party A holding one copy and Party B holding another copy, both copies shall take effect as of being signed and sealed by both parties.

4. Any revisions to the contract shall be mutually agreed by Party A and Party B and confirmed in writing.

Party A: Longduoduo Health Technology Co., Ltd.

Legal representative: Zhang Liang

(Special Stamp for Contractual Uses of Longduoduo Health Technology Co., Ltd.)

Party B: Inner Mongolia Honghai Health Management Co., Ltd.

Legal representative: Wang Zhi

(Stamp of Inner Mongolia Honghai Health Management Co., Ltd. 150102006603)

Date of signing: June 20, 2023

Signed at: Hohhot

Sales Agency Agreement

Party A: Inner Mongolia Rongbin Health Consulting Co., Ltd.

Uniform social credit code: 91150207MA13UKC301

Legal representative: Duan Erfen

Address: Room 727, 5B-301 Fulijiayuan Area, 12 Hatungaole Avenue, Jiuyuan District, Baotou City, Inner Mongolia Autonomous Region

Party B: Inner Mongolia Honghai Health Management Co., Ltd.

Uniform social credit code: 91150102MACN3N2449

Legal representative: Wang Zhi

Contact address: Daxue Science Park, Genghis Khan Street, Xincheng District, Hohhot City

Whereas Party A is a health consultation organization legally established and has extensive customer resources and Party B is a professional health management organization and can provide convenient, professional and effective health management service plans and specific service, based on resource complementarity and the spirit of sincerity, equality and achieving win-win result, Party A and Party B reached an agreement as follows after friendly negotiation for mutual compliance.

Article 1 Term of contract

The term of contract is from June 20, 2023 to June 20, 2026, for a total of 3 years.

Article 2 The matter of cooperation

1. Party B is responsible for developing products (or services) and Party A is responsible for promoting and sales.

2. The specific products (or services) involved in the cooperation between Party B and Party A include trioxygen autotransfusion, awakening brain and dredging collaterals, double blood purification in Germany technology, hyperbaric trioxygen, colon hydrotherapy, intestinal flora transplantation, custom-made Juncao and the combination of these items.

If Party B is going to develop a new product (or a new kind of service), Party B should inform Party A and Party A has the right to determine whether to sell the product (or service) for Party B as it deems necessary.

Article 3 Way of cooperation

Party B is the party responsible for providing service for customers and shall ensure sufficient supply of service and products. In case of short supply, Party B shall inform Party A of suspending selling in advance. Any losses resulting from short supply shall be borne by Party B; Party B shall be responsible for managing customers’ sales return. Any losses arising from sales return shall be borne by Party B. Within the scope of the matter of cooperation in the agreement, Party A will not bear any responsibilities concerning inventory.

When selling products or services of Party B to customers, Party A shall obtain customer information and issue valid documents according to Party B’s requirement so that Party B can serve for customers. After the selling, Party A shall deliver sales information to Party B in time and both parties will check and confirm through “Details of Sales Agency”. After confirmation, both parties shall settle the fees according to the settlement amount agreed by the item service, and Party A will no longer bear any other expenses except for this, including the corresponding extra expenses incurred when customers require replacing products or service items. Party B needs to make a decision on whether to replace and bear the corresponding expenses.

The products and services that have been sold by Party A and are agreed by Party A’s customers to be provided by Party B before Party A and Party B sign the cooperation agreement follow the above way of cooperation. Party B will act as the service provider to be responsible for providing all the products or services and after-sales services to these customers.

Article 4 Fees settlement

1. Collection and pricing

Party A can only implement the pricing plan for products (or services) sold externally after negotiating with Party B. The temporary plan at present: considering there is a high sales and promotion expense, marketing expenses can be reserved for Party A apart from the agency fee. The pricing of products (or services) sold by Party A shall refer to the following rules: selling price =gross profit of Party A + Settlement price of Party B + marketing expenses reserved, among them, the gross profit reference of Party A is 30% (±5%), the marketing expenses reserved can generally less than 40% of the selling price of products (or services); Party A and Party B shall negotiate additionally if the above range is surpassed. Party A shall collect the full amount of products (or services) purchased by customers first and then pay to Party B according to the settlement price (Item 2 of this article).

2. Service settlement between Party A and Party B is as follows (Party A and Party B shall sign supplementary agreement if there are any changes):

Service items	Unit price (Rmb yuan/Time, Course, Set)
Trioxygen autotransfusion		160
Awakening brain and dredging collaterals		1400
Double blood purification in Germany		11000
Hyperbaric trioxygen		800
Colon hydrotherapy		800
Intestinal flora transplantation		6000
Custom-made Juncao		2000

3. After the contract is signed, Party A will pay RMB 500,000 (in words: Five Hundred Thousand Yuan only) to Party B in a lump sum. The amount is used to certify Party A’s financial strength and sincere cooperation. Party A can ask for the refund any time and Party B shall refund to Party A unconditionally; Party A can also use the amount to deduct the arrears payable to Party B after the cooperation starts. Both parties shall settle after stamping on the “Details of Sales Agency” for confirmation. Within 10 workdays after completion of reconciliation, Party A shall pay the service fees to Party B in a lump sum.

Article 5 Rights and obligations of Party A

1. Party A shall ensure that it has legal qualification of health consultation and the behavior of providing sales to customers is compliant with the laws and regulations of China in force. Party A is not allowed to obtain customer resources in illegal or improper means, otherwise, Party B has the right to terminate the contract.

2. During the cooperation period between two parties, Party B will identify and register obligations of performance according to the “Details of Sales Agency”, “Invoices for Sales” and other bills provided by Party A. The performance obligations of Party B against customers include those concerning the products (or services) purchased and related after-sales service. Party A needs to be responsible for the correctness and completeness of the “Details of Sales Agency” it provides to Party B and Party A shall ensure the service evidences issued to customers are recognized by Party B, true, identifiable and correspond to the list of customer entrustment. If there is a change in the “Details of Sales Agency”, Party A shall provide Party B with the updated list in time; if Party B is unable to provide service in time since the list is not updated in time, Party A shall bear any responsibilities arising thereof.

3. Any contradictions, disputes and other matters between Party A and customers in sales for the reasons of Party A shall be handled by Party A on its own, and any contradictions, disputes and other matters arising from the supply of products or service in the charge of Party B shall be handled by Party B.

Article 6 Party B’s rights and obligations